Assignment, Pledge and Grant of Security Interest. (a) To secure the timely payment and performance of the Obligations (as that term is defined in Section 3, Grantor does hereby assign, grant and pledge to, and subject to a security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all the estate, right, title and interest of Grantor, whether now owned or hereafter acquired, in, to and under: (i) the following agreements and documents, as amended, supplemented, substituted, renewed or replaced from time to time (individually, an "Assigned Agreement," collectively, the "Assigned Agreements") and all of ------------------ ------------------- Grantor's rights thereunder: (A) that certain Plant Operations and Maintenance Agreement, dated as of May 28, 1999, by and between Grantor, Coso Operating Company LLC, a Delaware limited liability company ("COC") and FPL Energy --- Operating Services, Inc., a Florida corporation; (B) that certain Field Operations and Maintenance Agreement, dated as of May 28, 1999, by and between Grantor and COC; (C) that certain Power Purchase Contract, dated as of June 4, 1984, as amended, by and between Southern California Edison Company and Grantor (as assignee of China Lake Joint Venture, a California general partnership); (D) that certain Interconnection Facilities Agreement, dated as of December 15, 1998, by and between Southern California Edison Company and Grantor (as assignee of China Lake Joint Venture, a California general partnership); (E) that certain contract No. N62474-79-C-5382, dated December 6, 1979, by and between the United States of America acting through the Department of the Navy and California Energy Company, Inc., as modified, amended, assigned and restated by contract modification P00004 dated as of October 19, 1983, a memorandum of which was recorded on March 12, 1986 as instrument No. 86-1043 of official records of Inyo County, California, including all modifications, amendments and assignment thereto and thereof made before the effective date of this Security Agreement and any permitted modifications, amendments and assignment thereto and thereof made after the effective date of this Security agreement; (F) that certain Acquisition Agreement of even date herewith among Coso Land Company, a California general partnership, Grantor, Navy I, Navy II and COC; (G) those certain documents constituting the Steam Exchange Agreements including: (1) that certain Coso Geothermal Exchange Agreement, by and between the Coso Partnerships and CalEnergy, dated January 11, 1994; (2) that certain Amendment to Coso Geothermal Exchange Agreement, by and between the Coso Partnerships and CalEnergy, dated April 12, 1995; (3) that certain Amendment to Coso Geothermal Exchange Agreement, by and between the Coso Partnerships, dated May 28, 1999; (4) that certain Amendment Number P00029 to the Original Navy Contract, dated October 4, 1994; (5) that certain Amendment Number P00030 to the Original Navy Contract, dated December 19, 1994; (6) that certain Amendment P00033 to the Original Navy Contract, dated January 8, 1995; (7) that certain Amendment P00039 to the Navy Contract, dated November 19, 1998; (8) that certain Agreement for the Calculation of Mineral Royalties/Revenues in the Coso Known Geothermal Resource Area, executed by the USBLM, MMS and CalEnergy, dated December 16, 1994; (9) that certain Amendment to the Agreement for the Calculation of Mineral Royalties/Revenues in the Coso Known Geothermal Resource Area, executed by the USBLM, MMS and the Coso Partnerships, to be entered into after the Closing Date; and (10) that certain Cotenancy Agreement, executed by the Coso Partnerships, dated May 28, 1999; (H) that certain Settlement Agreement and Release, by and between the Mission Group, Mission Power Engineering Company, California Energy Company, Inc., and the Grantor, Navy I and Navy II, dated June 9, 1993; (I) that certain Amended and Restated General Partnership Agreement of Coso Transmission Line Partners, dated as of July 31, 1989, by and between the Grantor and Navy II, as amended by the First Amendment to the Amended and Restated General Partnership Agreement of Coso Transmission Line Partners dated as of December 16, 1998 by and between the Grantor and Navy II; (J) all other Project Documents, as defined in the Indenture, not listed above; (K) all proceeds of and any unearned premiums on any insurance policies maintained by Grantor or any other Person covering the property, rights and interests of Grantor (the "Trust Property"), including, -------------- without limitation, the right to receive the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Trust Property; (L) (to the extent assignable) all other agreements, including vendor warranties, running to Grantor or assigned to Grantor, relating to the maintenance, improvement, operation or acquisition of the Project or any part thereof, or transport of material, equipment and other parts of the Project or any part thereof; (M) any lease or sublease agreements or easement agreements relating to the Project or any part thereof or any ancillary facilities, to which Grantor is or may become a party; (N) each Additional Project Document, and any other agreements to which Grantor may hereafter be or become a party relating to the operation or maintenance of the Project or any part thereof; (O) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and (P) all Governmental Approvals (as defined in the Indenture), permits, approvals and consents relating to the Projects but excluding any such permits, approvals and consents which by their terms or by operation of law would become void solely by virtue of a security interest being granted therein; (ii) all rents, profits, income, royalties and revenues derived in any other manner by Grantor from its ownership of the Project or any part thereof and the operation of the Project or any part thereof, including all revenues from sale of electricity, steam, goods or services; (iii) all other personal property and fixtures of Grantor, whether now owned or existing or hereafter acquired or arising, or in which Grantor may have an interest, and wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including all mirrors, piping, fluids, turbines, generators, machinery, tools, engines, appliances, mechanical and electrical systems, transmission lines, transformers, towers, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents, copyrights, trademarks and trade names, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by Grantor; (iv) all goods, money, instruments, investment securities, accounts, contract rights, documents, deposit accounts, bank accounts, chattel paper, general intangibles, equipment and inventory; (v) the Revenue Account, the Principal Account, the Interest Account, the Debt Service Reserve Account, the Capital Expenditure Reserve Account, the Operating and Maintenance Fees Account, the Management Fees Account, the Distribution Account, the Distributions Suspense Account, the Loss Proceeds Account and the Redemption Account, including any subaccounts within such accounts, all other accounts and sub-accounts established pursuant to that certain Deposit and Disbursement Agreement, dated as of May 28, 1999, by and between the Issuer, the Grantor, Navy I, Navy II, the Collateral Agent, and U.S. Bank Trust National Association as Depositary; (vi) the proceeds of all of the foregoing (all of the collateral described in clauses (i) through (vi) being herein collectively referred to as the "Collateral"), including without limitation (1) all rights of Grantor to ---------- receive moneys due and to become due under or pursuant to the Collateral, (2) all rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (3) all claims of Grantor for damages arising out of or for breach of or default under the Assigned Agreements or any other Collateral, and (4) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Grantor has heretofore delivered or concurrently with the delivery hereof is delivering to the Collateral Agent, a copy of an executed counterpart of each of the Assigned Agreements. Grantor will deliver to Collateral Agent an executed counterpart of each Additional Project Document, and material amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Grantor promptly upon the execution thereof. (c) Anything herein contained to the contrary notwithstanding, Grantor shall remain liable under each of the Assigned Agreements, to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Collateral Agent shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement (during the period of Grantor's right of use and possession thereof as provided herein), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder or to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (d) Subject to the terms of the Guarantee, upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including without limitation any insurance policies with respect to the Project, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the Collateral Agent shall give Grantor notice of any action taken by it as such attorney-in-fact promptly after taking any such action. (e) If any default by Grantor under any of the Assigned Agreements shall occur, the Collateral Agent shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Grantor and to the parties to each Assigned Agreement in default. The Collateral Agent shall have a reasonable opportunity, but not fewer than sixty (60) days (or such other period as the Collateral Agent and the Persons other than Grantor who are parties to such Assigned Agreement may agree) after giving such notice, in which to cure such default and upon the commencement thereof will proceed diligently to cure such default. Any curing by the Collateral Agent of Grantor's default under any of the Assigned Agreements shall not be construed as an assumption by the Collateral Agent of any obligations, covenants or agreements of Grantor under such Assigned Agreements, and the Collateral Agent shall not incur any liability to Grantor or any other Person as a result of any actions undertaken by the Collateral Agent in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of Grantor under the Assigned Agreements.
Appears in 1 contract
Assignment, Pledge and Grant of Security Interest. (a) To secure the timely payment and performance of the Obligations (as that term is defined in Section 3, Grantor does hereby assign, grant and pledge to, and subject to a security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all the estate, right, title and interest of Grantor, whether now owned or hereafter acquired, in, to and under:
(i) the following agreements and documents, as amended, supplemented, substituted, renewed or replaced from time to time (individually, an "Assigned Agreement," collectively, the "Assigned Agreements") and all of ------------------ ------------------- Grantor's rights thereunder:
(A) that certain Amended and Restated Plant Operations and Maintenance Agreement, dated as of May 28, 1999, by and between Grantor, Coso Operating Company LLC, a Delaware limited liability company ("COC") and FPL --- Energy --- Operating Services, Inc., a Florida corporation;
(B) that certain Amended and Restated Field Operations and Maintenance Agreement, dated as of May 28, 1999, by and between Grantor and COC;
(C) that certain Power Purchase Contract, dated as of June 4, 1984, as amended, by and between Southern California Edison Company and Grantor (as assignee of China Lake Joint Venture, a California general partnership);
(D) that certain Interconnection Facilities Agreement, dated as of December 15May 29, 19981985, by and between Southern California Edison Company and Grantor (as assignee of China Lake Joint Venture, a California general partnership);
(E) that certain contract No. N62474-79-C-5382, dated December 6, 1979, by and between the United States of America acting through the Department of the Navy and California Energy Company, Inc., as modified, amended, assigned and restated by contract modification P00004 dated as of October 19, 1983, a memorandum of which was recorded on March 12, 1986 as instrument No. 86-1043 of official records of Inyo County, California, including all modifications, amendments and assignment thereto and thereof made before the effective date of this Security Agreement and any permitted modifications, amendments and assignment thereto and thereof made after the effective date of this Security agreement;
(F) that certain Acquisition Agreement of even date herewith among Coso Land Company, a California general partnership, Grantor, Navy IBLM, Navy II and COC;
(G) those certain documents constituting the Steam Exchange Agreements including:
(1) that certain Coso Geothermal Exchange Agreement, by and between the Coso Partnerships and CalEnergy, dated January 11, 1994;
(2) that certain Amendment to Coso Geothermal Exchange Agreement, by and between the Coso Partnerships and CalEnergy, dated April 12, 1995;
(3) that certain Amendment to Coso Geothermal Exchange Agreement, by and between the Coso Partnerships, dated May 28, 1999;
(4) that certain Amendment Number P00029 to the Original Navy Contract, dated October 4, 1994;
(5) that certain Amendment Number P00030 to the Original Navy Contract, dated December 19, 1994;
(6) that certain Amendment P00033 to the Original Navy Contract, dated January 8, 1995;
(7) that certain Amendment P00039 to the Navy Contract, dated November 19, 1998;
(8) that certain Agreement for the Calculation of Mineral Royalties/Revenues in the Coso Known Geothermal Resource Area, executed by the USBLM, MMS and CalEnergy, dated December 16, 1994;
(9) that certain Amendment to the Agreement for the Calculation of Mineral Royalties/Revenues in the Coso Known Geothermal Resource Area, executed by the USBLM, MMS and the Coso Partnerships, to be entered into after the Closing Datedated May 28, 1999; and
and (10) that certain Cotenancy Agreement, executed by the Coso Partnerships, dated May 28, 1999;
(H) that certain Settlement Agreement and Release, by and between the Mission Group, Mission Power Engineering Company, California Energy Company, Inc., and the Grantor, Navy I BLM and Navy II, dated June 9, 1993;
(I) that certain Amended and Restated General Partnership Agreement of Coso Transmission Line Partners, dated as of July 31, 1989, by and between the Grantor and Navy II, as amended by the First Amendment to the Amended and Restated General Partnership Agreement of Coso Transmission Line Partners dated as of December 16, 1998 by and between the Grantor and Navy II;
(J) all other Project Documents, as defined in the Indenture, not listed above;
(KJ) all proceeds of and any unearned premiums on any insurance policies maintained by Grantor or any other Person covering the property, rights and interests of Grantor (the "Trust Property"), including, -------------- without limitation, the right to -------------- receive the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Trust Property;
(LK) (to the extent assignable) all other agreements, including vendor warranties, running to Grantor or assigned to Grantor, relating to the maintenance, improvement, operation or acquisition of the Project or any part thereof, or transport of material, equipment and other parts of the Project or any part thereof;
(ML) any lease or sublease agreements or easement agreements relating to the Project or any part thereof or any ancillary facilities, to which Grantor is or may become a party;
(NM) each Additional Project Document, and any other agreements to which Grantor may hereafter be or become a party relating to the operation or maintenance of the Project or any part thereof;
(ON) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and
(PO) all Governmental Approvals (as defined in the Indenture), permits, approvals and consents relating to the Projects Project, but excluding any such permits, approvals and consents which by their terms or by operation of law would become void solely by virtue of a security interest being granted therein;
(ii) all rents, profits, income, royalties and revenues derived in any other manner by Grantor from its ownership of the Project or any part thereof and the operation of the Project or any part thereof, including all revenues from sale of electricity, steam, goods or services;
(iii) all other personal property and fixtures of Grantor, whether now owned or existing or hereafter acquired or arising, or in which Grantor may have an interest, and wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including all mirrors, piping, fluids, turbines, generators, machinery, tools, engines, appliances, mechanical and electrical systems, transmission lines, transformers, towers, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents, copyrights, trademarks and trade names, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by Grantor;
(iv) all goods, money, instruments, investment securities, accounts, contract rights, documents, deposit accounts, bank accounts, chattel paper, general intangibles, equipment and inventory;
(v) the Revenue Account, the Principal Account, the Interest Account, the Debt Service Reserve Account, the Capital Expenditure Reserve Account, the Operating and Maintenance Fees Account, the Management Fees Account, the Distribution Account, the Distributions Suspense Account, the Loss Proceeds Account and the Redemption Account, including any subaccounts within such accounts, all other accounts and sub-accounts established pursuant to that certain Deposit and Disbursement Agreement, dated as of May 28, 1999, by and between the Issuer, the Grantor, Navy IBLM, Navy II, the Collateral Agent, and U.S. Bank Trust National Association as Depositary;
(vi) the proceeds of all of the foregoing (all of the collateral described in clauses (i) through (vi) being herein collectively referred to as the "Collateral"), including without limitation (1) all rights of Grantor to ---------- receive moneys due and to become due under or pursuant to the Collateral, (2) all rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (3) all claims of Grantor for damages arising out of or for breach of or default under the Assigned Agreements or any other Collateral, and (4) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily.
(b) Grantor has heretofore delivered or concurrently with the delivery hereof is delivering to the Collateral Agent, a copy of an executed counterpart of each of the Assigned Agreements. Grantor will deliver to Collateral Agent an executed counterpart of each Additional Project Document, and material amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Grantor promptly upon the execution thereof.
(c) Anything herein contained to the contrary notwithstanding, Grantor shall remain liable under each of the Assigned Agreements, to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Collateral Agent shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement (during the period of Grantor's right of use and possession thereof as provided herein), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder or to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
(d) Subject to the terms of the Guarantee, upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including without limitation any insurance policies with respect to the Project, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the Collateral Agent shall give Grantor notice of any action taken by it as such attorney-in-fact promptly after taking any such action.
(e) If any default by Grantor under any of the Assigned Agreements shall occur, the Collateral Agent shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Grantor and to the parties to each Assigned Agreement in default. The Collateral Agent shall have a reasonable opportunity, but not fewer than sixty (60) days (or such other period as the Collateral Agent and the Persons other than Grantor who are parties to such Assigned Agreement may agree) after giving such notice, in which to cure such default and upon the commencement thereof will proceed diligently to cure such default. Any curing by the Collateral Agent of Grantor's default under any of the Assigned Agreements shall not be construed as an assumption by the Collateral Agent of any obligations, covenants or agreements of Grantor under such Assigned Agreements, and the Collateral Agent shall not incur any liability to Grantor or any other Person as a result of any actions undertaken by the Collateral Agent in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of Grantor under the Assigned Agreements.
Appears in 1 contract
Assignment, Pledge and Grant of Security Interest. (a) To secure the timely payment and performance of the Obligations (as that term is defined in Section 3, Grantor does hereby assign, grant and pledge to, and subject to a security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all the estate, right, title and interest of Grantor, whether now owned or hereafter acquired, in, to and under:
(i) the following agreements and documents, as amended, supplemented, substituted, renewed or replaced from time to time (individually, an "Assigned Agreement," collectively, the "Assigned Agreements") and all of ------------------ ------------------- Grantor's rights thereunder:
(A) that certain Plant Operations and Maintenance Agreement, dated as of May 28, 1999, by and between Grantor, Coso Operating Company LLC, a Delaware limited liability company ("COC") and FPL Energy --- Operating Services, Inc., a Florida corporation;
(B) that certain Field Operations and Maintenance Agreement, dated as of May 28, 1999, by and between Grantor and COC;
(C) that certain Power Purchase Contract, dated as of June 4, 1984, as amended, by and between Southern California Edison Company and Grantor (as assignee of China Lake Joint Venture, a California general partnership);
(D) that certain Interconnection Facilities Agreement, dated as of December 15, 1998, by and between Southern California Edison Company and Grantor (as assignee of China Lake Joint Venture, a California general partnership);
(E) that certain contract No. N62474-79-C-5382, dated December 6, 1979, by and between the United States of America acting through the Department of the Navy and California Energy Company, Inc., as modified, amended, assigned and restated by contract modification P00004 dated as of October 19, 1983, a memorandum of which was recorded on March 12, 1986 as instrument No. 86-1043 of official records of Inyo County, California, including all modifications, amendments and assignment thereto and thereof made before the effective date of this Security Agreement and any permitted modifications, amendments and assignment thereto and thereof made after the effective date of this Security agreement;
(F) that certain Acquisition Agreement of even date herewith among Coso Land Company, a California general partnership, Grantor, Navy I, Navy II BLM and COC;
(G) those certain documents constituting the Steam Exchange Agreements including:
(1) that certain Coso Geothermal Exchange Agreement, by and between the Coso Partnerships and CalEnergy, dated January 11, 1994;
(2) that certain Amendment to Coso Geothermal Exchange Agreement, by and between the Coso Partnerships and CalEnergy, dated April 12, 1995;
(3) that certain Amendment to Coso Geothermal Exchange Agreement, by and between the Coso Partnerships, dated May 28, 1999;
(4) that certain Amendment Number P00029 to the Original Navy Contract, dated October 4, 1994;
(5) that certain Amendment Number P00030 to the Original Navy Contract, dated December 19, 1994;
(6) that certain Amendment P00033 to the Original Navy Contract, dated January 8, 1995;
(7) that certain Amendment P00039 to the Navy Contract, dated November 19, 1998;
(8) that certain Agreement for the Calculation of Mineral Royalties/Revenues in the Coso Known Geothermal Resource Area, executed by the USBLM, MMS and CalEnergy, dated December 16, 1994;
(9) that certain Amendment to the Agreement for the Calculation of Mineral Royalties/Revenues in the Coso Known Geothermal Resource Area, executed by the USBLM, MMS and the Coso Partnerships, to be entered into after the Closing Date; and
(10) that certain Cotenancy Agreement, executed by the Coso Partnerships, dated May 28, 1999;
(H) that certain Settlement Agreement and Release, by and between the Mission Group, Mission Power Engineering Company, California Energy Company, Inc., and the Grantor, Navy I and Navy IIBLM, dated June 9, 1993;
(I) that certain Amended and Restated General Partnership Agreement of Coso Transmission Line Partners, dated as of July 31, 1989, by and between the Grantor and Navy IIBLM, as amended by the First Amendment to the Amended and Restated General Partnership Agreement of Coso Transmission Line Partners dated as of December 16, 1998 by and between the Grantor and Navy IIBLM;
(J) all other Project Documents, as defined in the Indenture, not listed above;
(K) all proceeds of and any unearned premiums on any insurance policies maintained by Grantor or any other Person covering the property, rights and interests of Grantor (the "Trust Property"), including, -------------- without limitation, -------------- the right to receive the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Trust Property;
(L) (to the extent assignable) all other agreements, including vendor warranties, running to Grantor or assigned to Grantor, relating to the maintenance, improvement, operation or acquisition of the Project or any part thereof, or transport of material, equipment and other parts of the Project or any part thereof;
(M) any lease or sublease agreements or easement agreements relating to the Project or any part thereof or any ancillary facilities, to which Grantor is or may become a party;
(N) each Additional Project Document, and any other agreements to which Grantor may hereafter be or become a party relating to the operation or maintenance of the Project or any part thereof;
(O) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and
(P) all Governmental Approvals (as defined in the Indenture), permits, approvals and consents relating to the Projects Project, but excluding any such permits, approvals and consents which by their terms or by operation of law would become void solely by virtue of a security interest being granted therein;
(ii) all rents, profits, income, royalties and revenues derived in any other manner by Grantor from its ownership of the Project or any part thereof and the operation of the Project or any part thereof, including all revenues from sale of electricity, steam, goods or services;
(iii) all other personal property and fixtures of Grantor, whether now owned or existing or hereafter acquired or arising, or in which Grantor may have an interest, and wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including all mirrors, piping, fluids, turbines, generators, machinery, tools, engines, appliances, mechanical and electrical systems, transmission lines, transformers, towers, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents, copyrights, trademarks and trade names, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by Grantor;
(iv) all goods, money, instruments, investment securities, accounts, contract rights, documents, deposit accounts, bank accounts, chattel paper, general intangibles, equipment and inventory;
(v) the Revenue Account, the Principal Account, the Interest Account, the Debt Service Reserve Account, the Capital Expenditure Reserve Account, the Operating and Maintenance Fees Account, the Management Fees Account, the Distribution Account, the Distributions Suspense Account, the Loss Proceeds Account and the Redemption Account, including any subaccounts within such accounts, all other accounts and sub-accounts established pursuant to that certain Deposit and Disbursement Agreement, dated as of May 28, 1999, by and between the Issuer, the Grantor, Navy I, Navy IIBLM, the Collateral Agent, and U.S. Bank Trust National Association as Depositary;
(vi) the proceeds of all of the foregoing (all of the collateral described in clauses (i) through (vi) being herein collectively referred to as the "Collateral"), including without limitation (1) all rights of Grantor to ---------- receive moneys due and to become due under or pursuant to the Collateral, (2) all rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (3) all claims of Grantor for damages arising out of or for breach of or default under the Assigned Agreements or any other Collateral, and (4) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily.
(b) Grantor has heretofore delivered or concurrently with the delivery hereof is delivering to the Collateral Agent, a copy of an executed counterpart of each of the Assigned Agreements. Grantor will deliver to Collateral Agent an executed counterpart of each Additional Project Document, and material amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Grantor promptly upon the execution thereof.
(c) Anything herein contained to the contrary notwithstanding, Grantor shall remain liable under each of the Assigned Agreements, to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Collateral Agent shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement (during the period of Grantor's right of use and possession thereof as provided herein), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder or to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
(d) Subject to the terms of the Guarantee, upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including without limitation any insurance policies with respect to the Project, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the Collateral Agent shall give Grantor notice of any action taken by it as such attorney-in-fact promptly after taking any such action.
(e) If any default by Grantor under any of the Assigned Agreements shall occur, the Collateral Agent shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Grantor and to the parties to each Assigned Agreement in default. The Collateral Agent shall have a reasonable opportunity, but not fewer than sixty (60) days (or such other period as the Collateral Agent and the Persons other than Grantor who are parties to such Assigned Agreement may agree) after giving such notice, in which to cure such default and upon the commencement thereof will proceed diligently to cure such default. Any curing by the Collateral Agent of Grantor's default under any of the Assigned Agreements shall not be construed as an assumption by the Collateral Agent of any obligations, covenants or agreements of Grantor under such Assigned Agreements, and the Collateral Agent shall not incur any liability to Grantor or any other Person as a result of any actions undertaken by the Collateral Agent in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of Grantor under the Assigned Agreements.
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